An IATA Company CARGO AGENCY AND AUTHORIZED INTERMEDIARY AGREEMENT (INDEPENDENT BRANCH) An agreement made this, AMONG 1) THE CARGO NETWORK SERVICES CORPORATION ( CNSC ) acting as an agent for certain CNSC Airlines as described in Schedule (1) attached, AND 2) (CNS number) (Company Legal Name & Trade Name) having its principal office at (hereinafter referred to as the Endorsed Agent ), AND 3) (Company Legal Name & Trade Name) having its principal office at (hereinafter called ( the Agent ) in the Preamble and Part I, the ( Authorized Intermediary ) in Part II and the ( Agent/Intermediary ) in Part III, with respect to the promotion and sale of international air cargo transportation (hereinafter referred to as air cargo transportation ) in the USA and the handling and delivery to such Airlines of cargo consignments in the USA. PREAMBLE WHEREAS, The Endorsed Agent has completed the Branch Office Application (attached hereto) seeking to register the Agent as a Branch Office of the Endorsed Agent; WHEREAS, The Endorsed Agent has indicated that it does not have control or ownership over the Agent as required by CNSC Branch Office registration requirements. WHEREAS, CNSC has agreed to nonetheless recognize the Agent as Branch Office and issue the Agent a CNS/IATA Branch Office Code provided that during the term of this Agreement the Endorsed Agent (i) ensures that at least one active employee of the Agent is certified to handle dangerous goods pursuant to CNSC requirements and that at least one active employee of the Agent has completed the IAC Air Cargo Security Training for Indirect Air Carrier; (ii) ensures that the agreement under which Agent is authorized to engage in business under the Endorsed Agent s trade name (the License Agreement ) is in effect; (iii) guarantees all of the financial and operational obligations of the Agent under this Agreement and any other conditions imposed by CNSC on the Agent as a CNSC Accredited Agent from time to time. (1)
IT IS THEREFORE AGREED AS FOLLOWS: Appointment An Agency and Authorized Intermediary relationship between the Agent and Authorized Intermediary and the CNSC Airlines (hereinafter called the Carrier ) listed in Schedule 1 hereto, which Schedule may be amended from time to time, and those carriers whose name is added to Schedule 1, 30 days after the name of the carrier has been added thereto, is established by this Agreement and shall become effective on the date this Agreement is duly executed by the Agent and Authorized Intermediary and CNSC. Agent and Authorized Intermediary shall be notified in a timely fashion of all changes in Schedule 1. The terms of this Agreement, including any amendments hereto, shall have the same force and effect on the relationship between the Carrier and the Agent and Authorized Intermediary, once created, as though they were both named herein and had both subscribed their names as parties hereto. SCOPE OF AGENTS AUTHORITY PART I. AGENCY RELATIONSHIP (1) (a) The authority of the Agent to represent the Carrier shall be limited to the authority expressly granted by this Agreement. Subject to the provisions of this Agreement, the Agent shall represent the Carrier in the sale of air cargo transportation, other than mail, over the services of the Carrier and, when so authorized by the Carrier over the services of other carriers. The Agent s authority under this agreement is for actions within the United States, however, nothing herein prevents the Agent acting on behalf of the Carrier in other countries pursuant to the terms of other agreements. The Agent may represent itself on letterheads, advertising, telephone listings and classifications, office signs, and otherwise, as an Agent or Cargo Agent representing the Carrier, but shall not represent itself as a General Sales Agent or use any other designations which would indicate or imply in any way that its office is an office of the Carrier. The Agent shall abide by the terms, representations, and conditions in any application or undertaking made by the Agent to CNSC for the purpose of causing CNSC to list or publicly endorse it. Agent shall notify in a timely manner CNSC on behalf of the Carrier of any change in the information supplied in the application or undertaking. SALE OF AIR CARGO TRANSPORTATION AND HANDLING OF CONSIGNMENTS (2) (a) Tariffs, etc. All transportation sold by the Agent under the provisions of this Agreement shall be sold subject to the conditions of carriage of the Carrier or carriers concerned applicable to such transportation and to the tariffs, rules, regulations and instructions governing the sale and use of such transportation in force at the time of sale and presentment for carriage as published in the Carrier s tariffs, timetables, notices and elsewhere. Subject to the provisions of Subparagraph (a), the Agent shall prepare the consignment ready for carriage including all documentation relating thereto, in accordance with the carriers specific instructions, or, in the absence of such instructions, in accordance with generally accepted international standards. The Agent may refer to the CNSC Cargo Agents Handbook as a source of such standards. Supplying Information to Carrier The Agent shall transmit to the Carrier such specific instructions, requests or particulars in connection with each client or its consignment as may be proper to enable the Carrier to render efficient service to the shippers. (2)
Reservation of Space The Agent shall request reservation of cargo space only as required by the applicable tariffs and other instructions provided from time to time by the Carrier, and when the Agent has had a request to do so from a client. If so instructed by the Carrier, the Agent shall secure confirmation from the Carrier that a definite reservation has been made, before issuing the client an Air Waybill for any definite flight(s) over the routes of the Carrier or of other air carriers. Representations The Agent shall make only such representations regarding the Carrier, aircraft or route by which any shipment is to be transported or as to any service to be furnished by the Carrier as are herein authorized or may hereafter be authorized by the Carrier. (f) Delivery of Consignments The Agent shall ensure that consignments are delivered to the Carrier at any location designated by the Carrier for general acceptance of all consignments properly packed, marked, documented, addressed and labeled in accordance with the Carrier s instructions, so as to be ready for carriage. (g) (h) When Agent sells transportation on the services of an airline for which transportation the Agent has used Carriers air waybills and other documents, Agent insures that the information set forth on those air waybills and other documents is correct and that such transportation has been sold in accordance with the tariffs and instructions of the airline providing transportation. Dangerous Goods Regulations The Agent shall not accept for delivery to the Carrier a consignment consisting of or containing a commodity classified as a Dangerous Good according to the current Dangerous Goods Regulations unless the commodity is properly described by name and is packed, marked and labeled and is in proper condition for carriage by air according to these Regulations, nor without a Certificate in the IATA agreed form signed by the shipper stating that the commodity is properly described by name and is packed marked and labeled and is in proper condition for carriage by air. The Agent shall in no circumstances sign such Certificate of behalf of the Shipper. (i) (j) If the Agent accepts goods for carriage by air without the air carrier being specified, the Agent shall be liable for such goods until they have been delivered to the Carrier. Cargo Security REMUNERATION Each office of the cargo agency which accepts and processes shipments for carriage must have and maintain at least one person who has completed the IAC Air Cargo Security for Indirect Air Carrier. (3) The Carrier shall remunerate the Agent for the sale of air cargo transportation and the handling of consignments as may be authorized from time to time by the Carrier. REMITTANCES AND RESPONSIBILITY FOR PAYMENT (4) All monies collected by the Agent for the transportation sold hereunder are the property of the Carrier. (a) The Agent shall remit to the carrier such monies at such times, under such conditions and in such currencies as the Carrier may designate from time to time in writing. Unless otherwise instructed by the Carrier, the Agent shall be entitled to deduct from such remittance the applicable remuneration. (3)
In respect of a consignment, the Agent shall be responsible for collection and acceptance of payment of prepaid transportation and other charges. Subject to government regulations and unless the Carrier otherwise designates, the Agent shall pay in U.S. currency all monies due to the Carrier. REFUNDS (5) The Agent shall make refunds only in accordance with the written instructions of the Carrier and against the receipt of the person authorized to receive the refund as may be provided in the tariffs, rules, regulations and instructions issued by the Carrier. ADVERTISING THE CARRIER S SERVICE (6) The Agent shall publicize the services of the Carrier in every way reasonably practicable; provided, however, that all advertising matter to be issued by and at the expense of the Agent in which reference is made to the Carrier the advertising matter must be first approved by the Carrier. RECORDS AND INSPECTION (7) (a) The Agent shall maintain adequate records and accounts, together with supporting documents, recording the details of all transactions effected under this Agreement. Such records, accounts and documents shall be preserved by the Agent for at least two years from the date of the transaction to which they relate. The records, accounts and documents of transactions on behalf of the Carrier referred to in Subparagraph (a) above shall be available for inspection by the Carrier or its representative and the Carrier or its representative may make copies thereof. PART II. AUTHORIZED INTERMEDIARY RELATIONSHIP SCOPE OF AUTHORIZED INTERMEDIARY AUTHORITY (1) (a) Subject to the provisions of this agreement, the Authorized Intermediary shall be entitled to tender goods to the carrier documented and ready for shipment. The Authorized Intermediary may represent itself as an air freight forwarder authorized to use the services of the Carrier but shall not indicate or imply in any way that its office is an office of the carrier. The Authorized Intermediary shall abide by the terms, representations and conditions in any application or undertaking made by the Authorized Intermediary to CNSC for the purpose of causing CNSC to list or publicly endorse it. The Authorized Intermediary shall notify in a timely manner CNSC on behalf of the Carrier of any change in the information supplied in the application or undertaking. PURCHASE OF AIR CARGO TRANSPORTATION AND HANDLING OF SHIPMENTS (2) (a) Tariffs All Shipments tendered by the Authorized Intermediary to the Carrier, unless otherwise agreed, shall be tendered subject to the conditions of carriage of the Carrier or carriers concerned applicable to such transportation and to the tariffs, rules, regulations and instructions governing the sale and use of such transportation in force at the time of tender and presentment for carriage as published in the Carrier s tariffs, timetables, notices and elsewhere; Subject to the provisions of Subparagraph (a), the Authorized Intermediary shall prepare the shipment ready for carriage including all documentation relating thereto in accordance with the carriers specific instructions or, in the absence of such instructions, in accordance with generally accepted international standards. (4)
Reservation of Space The Authorized Intermediary shall request reservation of cargo space only as required by the applicable tariffs and other instructions provided from time to time by the carrier. If so instructed by the Carrier, the Authorized Intermediary shall secure confirmation from the Carrier that a definite reservation has been made before preparing an Air Waybill for any definite flight(s) over the routes of the Carrier or of other air carriers. Delivery of Shipments 1. The Authorized Intermediary shall ensure that shipments are delivered to the Carrier at any location designated by the Carrier for general acceptance of all shipments properly packed, marked, documented, addressed and labeled in accordance with the Carrier s instructions, so as to be ready for carriage. 2. When the Authorized Intermediary uses Carriers air waybills and other documents, the Authorized Intermediary insures that the information set forth on those air waybills and other documents is correct. Cargo Security Each office of the authorized intermediary which accepts and processes shipments for carriage must have and maintain at least one person who has completed the IAC Air Cargo Security Training for Indirect Air Carrier. (3) Dangerous Goods Regulations The Authorized Intermediary shall not tender to the Carrier a Shipment consisting of or containing a commodity classified as a Dangerous Goods according the current Dangerous Goods Regulations unless the commodity is properly described by name and is packed, marked and labeled and is in proper condition for carriage by air according to these Regulations, nor without a Certificate in the IATA agreed form stating that the commodity is properly described by name is packed, marked and labeled and is in proper condition for carriage by air. The Certificate shall be signed by the person responsible for packing, marking and labeling. (4) Responsibility The Authorized Intermediary shall be liable for goods until they have been delivered to the carrier. (5) Remuneration The Authorized Intermediary shall not be remunerated for documentation and preparation of shipments unless the Carrier specifically authorizes such remuneration. (6) Remittances and Responsibility for Payment (a) The Authorized Intermediary shall remit to the carrier all sums owed in respect of tendered shipments at such times, under such conditions and in such currencies as the Carrier may designate from time to time in writing. Subject to government regulations, and unless the Carrier otherwise designates the Authorized Intermediary shall pay in U.S. currency all sums due to the Carrier. PART III. GENERAL PROVISIONS CUSTODY AND ISSUANCE OF AIR WAYBILLS/CONSIGNMENT NOTES (1) (a) The Carrier may furnish the Agent/Intermediary with supplies of its Air Waybills and other necessary documents for issuance to the Agent/Intermediary clients or use in Authorized Intermediary shipments to cover transportation purchased; provided, however, that such documents shall remain the property of the Carrier. (5)
The Carrier shall, upon presentation of any such Air Waybills or equivalent, properly completed and issued by the Agent/Intermediary, and upon delivery to the Carrier of the required copies of such Air Waybills or equivalent, accept the consignment therein described for air cargo transportation. The Agent/Intermediary shall be responsible for the safe custody and the care of such documents while in its possession and shall be responsible to the Carrier for any damage, loss or expense suffered by the Carrier as a result of any misuse of any such documents. The Carrier authorizes the Agent/Intermediary without further notice to sell interline transportation on the services of any carrier with which the Carrier has an interline agreement for the carriage of cargo, provided Carrier is participating in such carriage. The Agent/Intermediary shall not sell or issue Air Waybills supplied by the Carrier in connection with the sale of air cargo transportation offered by any other airline unless the Carrier has so authorized the Agent/Intermediary in writing. The Agent/Intermediary shall not in any manner vary or modify the terms and conditions set forth in any documents of the Carrier. AGENT/INTERMEDIARY NAME (2) The name(s) under which the activities of the Agent/Intermediary are conducted shall only be in the trade name of the Endorsed Agent. INDEMNIFICATION (3) (a) Subject to the application of the principles of contributory negligence, the Carrier hereby agrees to indemnify and hold harmless the Agent/Intermediary, its officers, agents, and employees, from all responsibility and liability for any injury, damage, expense or loss sustained by any person or property caused by or arising from any negligent act, omission or willful misconduct of the Carrier, its officers, agents and employees and the officers, agents and employees of CNSC acting on behalf of the Carrier which responsibility or liability arises directly or indirectly from any transportation sold and handled by the Agent/Intermediary pursuant to this Agreement; The Agent/Intermediary shall obey and observe all the directions and instructions given to it by the Carrier relating to the sale of air cargo transportation and the handling of consignments therein and the Agent/Intermediary agrees to indemnify and hold harmless the Carrier, its officers, agents and employees and the officers, agents and employees of CNSC acting on behalf of the Carrier from all responsibility and liability for any injury, damage, expense or loss to any person or property caused by or arising from any violation of this Agreement or from any negligent act, omission, willful misconduct or misrepresentation of the Agent/Intermediary, its officers, agents and employees. TERMINATION (4) (a) If either party at any time defaults in observing or performing any of the provisions of this Agreement, or if either party shall become bankrupt or make any assignment for the benefit of or enter into any arrangement or composition with its creditors, or go into liquidation or suffer any of its goods to be taken in execution, or if either party ceases to carry on business, this Agreement may be terminated forthwith by the other party and the Carrier may without prejudice to any of its rights under this Agreement take possession of any Air Waybills and other documents and property belonging to the Carrier. This Agreement may be terminated as between the Agent/Intermediary and the Carrier at any time by notice in writing from either to the other, such notice to take effect immediately upon its receipt, or as otherwise provided therein, subject to the fulfillment by each party of all obligations accrued prior to the receipt of such notice. Such notice shall be given to the other party with a copy of such notice to the CNSC. (6)
If the Agent/Intermediary fails to remain registered with CNSC or fails to provide CNSC with information requested by CNSC to maintain the Agent/Intermediary registration in current status, this Agreement may be terminated; provided, however, that any such termination will be without prejudice to the Agent/Intermediary s right to enter into a new cargo agency relationship with the Carrier. The numeric code assigned to the Agent/Intermediary by CNSC remains the property of CNSC and shall not be used by the Agent/Intermediary on termination of this Agreement. Notwithstanding anything to the contrary stated herein, this Agreement shall terminate upon the termination of the Endorsed Agent s License Agreement with the Agent/Intermediary. NOTICES (5) All notices to the Agent/Intermediary shall be sufficient if sent in writing (fax or mail) addressed to the principal office of the agent. All notices to the Carrier shall be sufficient if sent in writing (fax or mail) addressed to the principal office of such Carrier, with copy sent to the President of CNSC, 703 Waterford Way, Suite 680, Miami, FL 33126. DISPUTES (6) Any disputes arising between the Agent/Intermediary and Carrier involving the interpretation of this Agreement or mutual performance thereunder by the parties may be submitted for resolution to a CNSC nominated mediator. GOVERNMENT LAWS (7) This Agreement shall be subject to, and the Agent/Intermediary agrees to observe, all laws and government regulations applicable to sale of air cargo transportation or any other acts performed by the Agent/Intermediary under this Agreement. APPLICABLE LAW (8) This Agreement shall in all respects be governed by the local laws of the State of New York. OTHER INCORPORATED PROVISIONS (9) This Agreement and all rights and obligations of the parties hereto shall be subject to the Carrier s tariffs, including such amendments as may be made from time to time, all of which are expressly incorporated herein. Such tariffs and amendments may be examined by the Agent/Intermediary at the principal office of the Carrier. OTHER AGREEMENT SUPERSEDED (10) This Agreement and all rights and obligations of the parties hereto shall be subject to the Carrier s tariffs, including such amendments as may be made from time to time, all of which are expressly incorporated herein. Such tariffs and amendments may be examined by the Agent/Intermediary at the principal office of the Carrier. ADDITIONAL PROVISIONS (11) The Agreement shall supersede any and all prior cargo agency agreements between the Agent/Intermediary and the Carrier without prejudice to such rights and liability as may exist at the date hereof. MISCELLANEOUS PROVISIONS (12) The additional provisions set forth in the appendices are incorporated herein but any one provision is effective only with respect to Carrier if Carrier s name (or code designator) is indicated by that provision. (13) The rights and obligations of the individual Carriers under this Agreement shall be severable and not joint. (7)
(14) The provisions of this Agreement shall be severable and the invalidity of any provision or provisions shall not affect the other provisions which shall remain binding and effective. (15) The headings of paragraphs are for ease of reference only and do not form a part of this Agreement. (16) The use of masculine or of the feminine, or use of the singular or the plural, in any of the provisions of this Agreement shall include the other. (17) The failure by either party to enforce any right under this Agreement shall not be deemed a waiver by it of the right to enforce any of its other rights thereafter. PART IV. ENDORSED AGENT GUARANTEE As consideration for CNSC entering into this Agreement with the Agent/Intermediary, The Endorsed Agent shall comply with the following conditions throughout the term of this Agreement: 1) Endorsed Agent warrants and represents that Agent/Intermediary is duly authorized to tender cargo to CNSC Airlines exclusively under the Endorsed Agent s trade name and all such cargo shipments shall be covered by Endorsed Agent s guarantee as set forth in Section 4 hereof. 2) Endorsed Agent shall ensure that at least one active employee of the Agent/Intermediary is certified to handle dangerous goods pursuant to CNSC requirements. In the event that such employee no longer works for Agent/Intermediary, Endorsed Agent shall immediately notify CNSC pursuant to the Notice provision of this Agreement. 3) Endorsed Agent hereby warrants and represents that it has currently in place a License Agreement with Agent/Intermediary that allows Agent/Intermediary to tender cargo to CNSC Airlines under the Endorsed Agent s trade name. Endorsed Agent further warrants and represents that such License Agreement is an exclusive license agreement that permits Agent/Intermediary to tender cargo only as an independent branch of Endorsed Agent and that the Agent/Intermediary may not tender cargo to CNSC Airlines on behalf of itself, under a different trade name other than Endorsed Agent s trade name, or on behalf of any other third parties. Endorsed Agent shall notify CNSC in writing upon termination of the License Agreement. Such notice to be sent pursuant to the Notice provision of this Agreement. 4) The Endorsed Agent hereby guarantees all of the obligations of the Agent/Intermediary arising out of this Agreement, including but not limited to payment of any amounts due to CNSC or the CNSC Airlines either under this Agreement or any Air Waybills issued by the Agent on behalf of the CNSC Airlines. Moreover, any governmental regulations (DOT, FAA) regarding the handling of International Air Cargo, shall remain the responsibility of the Endorsed Agent. IN WITNESS WHEREOF: CARGO NETWORK SERVICES CORPORATION Agent for the Several Carriers MICHAEL LUDOVICI VICE PRESIDENT H. WARREN JONES PRESIDENT (8)
IN WITNESS: (Signature) AGENT/INTERMEDIARY (Firm Name, Type or Printed) (Signature) (Name, Typed or Printed) (Name, Typed or Printed) (Title or capacity) If not a Corporation, indicate Federal Identification or Social Security Number IN WITNESS: (Signature) ENDORSED AGENT (Firm Name, Type or Printed) (Signature) (Name, Typed or Printed) (Name, Typed or Printed) (Title or capacity) If not a Corporation, indicate Federal Identification or Social Security Number (9)